Setting Up a UK Company
How to incorporate a limited company in England & Wales, including registration, directors' duties, and ongoing obligations.
Overview
Incorporating a company creates a separate legal entity with its own rights and liabilities, distinct from its shareholders and directors (Salomon v A Salomon & Co Ltd [1897]). Most UK businesses incorporate as private companies limited by shares (Ltd). The Companies Act 2006 is the principal legislation. Incorporation is done through Companies House, either online (same-day incorporation) or by post. Once incorporated, the company must comply with ongoing filing and reporting obligations.
Who Can Use This Process
- You are likely eligible to use this guide if your situation involves setting up a uk company.
- You have a genuine legal basis for the matter (contract, tort, statutory right, etc.).
- You have made reasonable attempts to resolve the matter directly with the other party first.
Step-by-Step Process
Choose Company Name and Type
Select a unique company name that complies with naming rules. Check availability on the Companies House name availability checker. Choose company type: most businesses choose 'private company limited by shares'.
- Names must end with 'Limited' or 'Ltd' (or Welsh equivalent)
- Cannot use names that are offensive, suggest government connection, or are too similar to existing companies
- Consider trademark searching your company name
Prepare Formation Documents
Prepare: Memorandum of Association (statement that subscribers wish to form a company), Articles of Association (company constitution — most companies adopt the Model Articles), details of directors and secretary (if any), registered office address, and statement of capital/initial shareholdings.
- Model Articles are suitable for most small companies
- You need at least one director (who must be a natural person)
- A company secretary is optional for private companies
Register with Companies House
Submit formation documents online at Companies House or by post. Online incorporation costs £12 and is usually completed within 24 hours. Paper applications cost £40 and take 8–10 days.
- Online is faster and cheaper
- You receive a Certificate of Incorporation with your company number
- The company legally exists from the date on the certificate
Set Up Business Operations
After incorporation: register for Corporation Tax with HMRC (within 3 months), open a business bank account, register for VAT if turnover exceeds £90,000, set up PAYE if employing staff, and arrange business insurance.
- Register for Corporation Tax online through the Gov.uk portal
- You must file a Confirmation Statement (annual return) every year
- First accounts must be filed within 21 months of incorporation
Costs
Important Warnings
Directors owe legal duties to the company under the Companies Act 2006 (ss.171–177), including duties to promote the success of the company, avoid conflicts of interest, and exercise reasonable care.
Failure to file accounts and confirmation statements on time results in automatic penalties and can lead to the company being struck off.
Directors can be personally liable for company debts in cases of wrongful trading (Insolvency Act 1986, s.214) or fraudulent trading (s.213).
Useful Links
Frequently asked questions
- How long does the setting up a uk company process take?
- The end-to-end timeline depends on which stage you're at. Common steps run on these timeframes: "1–2 days"; "1–2 days"; "24 hours (online) to 10 days (paper)"; "1–4 weeks". Add court / counterparty response time on top — disputed matters can run months longer than the bare minimum.
- How much does it cost?
- Main outlays are: Online incorporation — £12; Paper incorporation — £40; Same-day service — £30 (additional); Accountant (ongoing) — £500–£3,000/year. Court fees often qualify for Help with Fees remission if you're on a low income. Solicitor fees are extra and vary widely — many matters can be done as a litigant in person.
- What are the most common mistakes to avoid?
- Watch out for: Directors owe legal duties to the company under the Companies Act 2006 (ss.171–177), including duties to promote the success of the company, avoid conflicts of interest, and exercise reasonable care.; Failure to file accounts and confirmation statements on time results in automatic penalties and can lead to the company being struck off.; Directors can be personally liable for company debts in cases of wrongful trading (Insolvency Act 1986, s.214) or fraudulent trading (s.213).. If you're unsure on any of these, get advice from a regulated solicitor or a free service like Citizens Advice before acting.
- Where can I find the official forms and guidance?
- The official sources are: Companies House — Incorporate Online; Companies House Name Checker; Model Articles. Always use the forms / guidance from the issuing authority's own site — third-party copies can be out of date.
- Can I do this myself without a solicitor?
- Yes — many people complete this kind of matter as a litigant in person. The site walks through each step in plain English. A solicitor is recommended if: large sums are at stake, the other side has legal representation, the matter involves criminal liability, children, immigration, or you're unsure on any procedural deadline. Free advice is available from Citizens Advice, Law Centres, and (for some matters) LawWorks pro bono clinics.